FORM
10-Q
 
 U.S.
SECURITIES AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES
EXCHANGE ACT OF 1934
 
 For the
quarterly period ended March 31, 2009
 
 OR
 
  ̈
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES
EXCHANGE ACT OF 1934
 
 For the
transition period from ________ to ________
 
 Commission
file number 000-53173
 
 MPM Acquisition
Corp.
 (Exact
name of registrant as specified in its charter)
 
 Delaware
                    80-0145732(State
      or other jurisdiction
                    (I.R.S.
      Employer Identification Number)of
      incorporation or organization)
  c/o MPM Asset Management
LLC, 200 Clarendon Street, 54thFloor, Boston, MA
02116
 (Address
of principal executive offices)
 
 (617)
425-9235
 (Registrant’s
telephone number, including area code)
 
 No
change
 (Former
name, former address and former fiscal year, if changed since last
report)
 
 Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes  ̈ No x.
 
 Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit
and post such files).Yes  ̈    No   ̈
 
 Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer or a smaller reporting company.  See definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act. (Check one):
 Large
      accelerated filer
                 ̈
                Accelerated
      filer
                 ̈Non-accelerated
      filer
                 ̈
                Smaller
      reporting company
                x.
 (Do
not check if a smaller reporting company)
 
 Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).  Yes x No  ̈.
 
 APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
 THE
PRECEDING FIVE YEARS:
 
 Indicate by check mark whether the
registrant has filed all documents and reports required to be filed by Sections
12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court. Yes  ̈ No  ̈.
 
 APPLICABLE
ONLY TO CORPORATE ISSUERS:
 
 Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date: 5,000,000shares of common stock,
par value $.0001 per share, outstanding as of May 15, 2009.
 
 
 
 MPM
ACQUISITION CORP.
 
 -
INDEX -
 
 PagePART
      I – FINANCIAL INFORMATION:Item
      1.
                                            Financial
      Statements:Balance
      Sheet as of March 31, 2009 (Unaudited)
                                            
                                            1Statement
      of Operations for the Three Months Ended March 31, 2009, the
      Period
                                            
                                            2from
      February 4, 2008 (Inception) through March 31, 2008 and for
      thePeriod
      from February 4, 2008 (Inception) through March 31, 2009
      (Unaudited)Statement
      of Changes in Stockholder’s Equity for the Period from February 4,
      2008
                                            
                                            3(Inception)
      through March 31, 2009 (Unaudited)Statement
      of Cash Flows for the Three Months Ended March 31, 2009, the
      Period
                                            
                                            4from
      February 4, 2008 (Inception) through March 31, 2008 and the
      Periodfrom
      February 4, 2008 (Inception) through March 31, 2009
      (Unaudited)Notes
      to Financial Statements (Unaudited)
                                            
                                            5Item
      2.
                                            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                                            
                                            7Item
      3.
                                            Quantitative
      and Qualitative Disclosures About Market Risk
                                            
                                            10Item
      4T.
                                            Controls
      and Procedures
                                            
                                            10PART II – OTHER
      INFORMATION:Item
      1.
                                            Legal
      Proceedings
                                            
                                            10Item
      1A.
                                            Risk
      Factors
                                            
                                            10Item
      2.
                                            Unregistered
      Sales of Equity Securities and Use of Proceeds
                                            
                                            10Item
      3.
                                            Defaults
      Upon Senior Securities
                                            
                                            10Item
      4.
                                            Submission
      of Matters to a Vote of Security Holders
                                            
                                            10Item
      5.
                                            Other
      Information
                                            
                                            10Item
      6.
                                            Exhibits
                                            
                                            11Signatures
                                            
                                            12
  
  PART I – FINANCIAL
INFORMATION
 
 Item
1.  Financial Statements.
  MPM
Acquisition Corp.
 (A
Development Stage Company)
 Balance
Sheet
 
 March 31,
                                          2009
                                          (Unaudited)
                                        
                                        
                                        December 31,
                                          2008AssetsCurrent
      Assets:Cash
                                        
                                        $
                                        100
                                        
                                        
                                        $
                                        100Prepaid
      expenses
                                        
                                        
                                        1,500
                                        
                                        
                                        
                                        3,000Total
      Assets
                                        
                                        $
                                        1,600
                                        
                                        
                                        $
                                        3,100Liabilities and Stockholder's Equity
      (Deficit)Current
      Liabilities:Accounts
      payable and accrued expenses
                                        
                                        $
                                        6,250
                                        
                                        
                                        $
                                        -Due
      to stockholder
                                        
                                        
                                        14,735
                                        
                                        
                                        
                                        8,452Total
      Current Liabilities
                                        
                                        
                                        20,985
                                        
                                        
                                        
                                        8,452Stockholder's
      Equity (Deficit)Preferred
      stock - $.0001 par value - 10,000,000 shares
                                          authorized;
      no shares issued and outstanding
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Common
      stock - $.0001 par value - 100,000,000 shares
                                          authorized;
      5,000,000 shares issued and outstanding
                                        
                                        
                                        500
                                        
                                        
                                        
                                        500Additional
      paid-in capital
                                        
                                        
                                        49,500
                                        
                                        
                                        
                                        49,500(Deficit)
      accumulated during the development stage
                                        
                                        
                                        (69,385
                                        )
                                        
                                        
                                        (55,352
                                        )Total
      Stockholder's Equity (Deficit)
                                        
                                        
                                        (19,385
                                        )
                                        
                                        
                                        (5,352
                                        )Total
      Liabilities and Stockholder's Equity (Deficit)
                                        
                                        $
                                        1,600
                                        
                                        
                                        $
                                        3,100
 
 See
accompanying notes to the financial statements
 
 1
  MPM
Acquisition Corp.
 (A
Development Stage Company)
 Statement
of Operations
 (Unaudited)
 
 Three
                                  Months
                                  Ended
                                  March 31,
                                  2009
                                
                                
                                Period
                                  February 4,
                                  2008
                                  (Inception)
                                  through
                                  March 31,
                                  2008
                                
                                
                                Period
                                  February 4,
                                  2008
                                  (Inception)
                                  through
                                  March 31,
                                  2009General
      and Administrative Expenses
                                
                                $
                                14,033
                                
                                
                                $
                                23,110
                                
                                
                                $
                                69,385Net
      (Loss)
                                
                                $
                                (14,033
                                )
                                
                                $
                                (23,110
                                )
                                
                                $
                                (69,385
                                )Basic
      and Diluted (Loss) per Share
                                
                                
                                *
                                
                                
                                
                                *Basic
      and Diluted Weighted Average Number of Common Shares
      Outstanding
                                
                                
                                5,000,000
                                
                                
                                
                                5,000,000
 
 * Less
than $.01 per share
  See
accompanying notes to the financial statements
 
 2
  MPM
Acquisition Corp.
 (A
Development Stage Company)
 Statement
of Changes in Stockholder's Equity (Deficit)
 Period
February 4, 2008 (Inception) through March 31, 2009
 (Unaudited)
 
 (Deficit)AccumulatedAdditional
                            
                            
                            During
      theCommon
      Stock
                            
                            
                            Paid-in
                            
                            
                            Development
                            
                            
                            Stockholder'sShares
                            
                            
                            Amount
                            
                            
                            Capital
                            
                            
                            Stage
                            
                            
                            Equity
      (Deficit)Issuance
      of Common Stock
                            
                            
                            5,000,000
                            
                            
                            $
                            500
                            
                            
                            $
                            49,500
                            
                            
                            $
                            -
                            
                            
                            $
                            50,000Net
      (Loss)
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (55,352
                            )
                            
                            
                            (55,352
                            )Balance,
      December 31, 2008
                            
                            
                            5,000,000
                            
                            
                            
                            500
                            
                            
                            
                            49,500
                            
                            
                            
                            (55,352
                            )
                            
                            
                            (5,352
                            )Net
      (Loss)
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (14,033
                            )
                            
                            
                            (14,033
                            )Balance,
      March 31, 2009
                            
                            
                            5,000,000
                            
                            
                            $
                            500
                            
                            
                            $
                            49,500
                            
                            
                            $
                            (69,385
                            )
                            
                            $
                            (19,385
                            )
 
 See
accompanying notes to the financial statements
 
 3
  MPM
Acquisition Corp.
 (A
Development Stage Company)
 Statement
of Cash Flows
 (Unaudited)
 
 Three Months
                                  Ended March
                                  31, 2009
                                
                                
                                Period
                                  February 4,
                                  2008
                                  (Inception)
                                  through
                                  March 31,
                                  2008
                                
                                
                                Period
                                  February 4,
                                  2008
                                  (Inception)
                                  through
                                  March 31,
                                  2009Cash
      Flows from Operating ActivitiesNet
      (Loss)
                                
                                $
                                (14,033
                                )
                                
                                $
                                (23,110
                                )
                                
                                $
                                (69,385
                                )Adjustment
      to reconcile net (loss) to net cash used in
                                  operating
      activities:(Increase)
      decrease in prepaid expenses
                                
                                
                                1,500
                                
                                
                                
                                -
                                
                                
                                
                                (1,500
                                )Increase
      in accounts payable and accrued expenses
                                
                                
                                6,250
                                
                                
                                
                                5,610
                                
                                
                                
                                6,250Net
      Cash Used in Operating Activities
                                
                                
                                (6,283
                                )
                                
                                
                                (17,500
                                )
                                
                                
                                (64,635
                                )Cash
      Flows from Financing ActivitiesIncrease
      in due to stockholder
                                
                                
                                6,283
                                
                                
                                
                                -
                                
                                
                                
                                14,735Proceeds
      from issuance of common stock
                                
                                
                                -
                                
                                
                                
                                50,000
                                
                                
                                
                                50,000Net
      Cash Provided By Financing Activities
                                
                                
                                6,283
                                
                                
                                
                                50,000
                                
                                
                                
                                64,735Increase
      in cash
                                
                                
                                -
                                
                                
                                
                                32,500
                                
                                
                                
                                100Cash,
      beginning of period
                                
                                
                                100
                                
                                
                                
                                -
                                
                                
                                
                                -Cash,
      end of period
                                
                                $
                                100
                                
                                
                                $
                                32,500
                                
                                
                                $
                                100
  See
accompanying notes to the financial statements
 
 4
 
 MPM
Acquisition Corp.
 (A
Development Stage Company)
 Notes
to Financial Statements
  Note 1 – Development Stage
Company:
 
 MPM
Acquisition Corp., a development stage company (the “Company”), was incorporated
in the State of Delaware on February 4, 2008.  The Company is inactive
and plans to acquire an existing company or acquire technology to begin
operations. The Company is in the development stage.
 
 Note 2 – Summary of
Accounting Policies:
 
 Basis of
Presentation: The accompanying interim financial statements of the
Company have been prepared in accordance with accounting principles generally
accepted for interim financial statements presentation and in accordance with
the instructions to Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States of America for complete financial statement presentation.
In the opinion of management, all adjustments for a fair statement of the
results of operations and financial position for the interim periods presented
have been included. All such adjustments are of a normal recurring nature. The
accompanying financial statements and the information included under the heading
Management’s Discussion and Analysis of Financial Condition and Results of
Operations should be read in conjunction with the Company’s audited financial
statements and related notes included in the Company’s Form 10-K as of December
31, 2008. Interim results are not necessarily indicative of the results for a
full year.
 
 Financial
Statements:  The financial statements include all the accounts
of the Company.
 
 Use of
Estimates:  The preparation of the financial statements in
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
amounts of assets and liabilities and disclosure of contingent asset and
liabilities at the date of the financial statements and revenues and expenses
during the reporting period.  Actual results could differ from those
estimates.
 
 Recent Accounting
Pronouncements: Management does not believe that any recently issued, but
not yet effective accounting pronouncements, if adopted, would have a material
effect on the accompanying financial statements.
 
 Note 3 – Going
Concern:
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern, which contemplates the recoverability of
assets and the satisfaction of liabilities in the normal course of business. The
Company incurred a net loss from inception of $69,385, which, among other
factors, raises substantial doubt about the Company’s ability to continue as a
going concern. The ability of the Company to continue as a going concern is
dependent upon management’s plan to find a suitable acquisition or merger
candidate, raise additional capital from the sale of stock and, ultimately,
income from operations. The accompanying financial statements do not include any
adjustments that might be required should the Company be unable to recover the
value of its assets or satisfy its liabilities.
 
 5
 
 MPM
Acquisition Corp.
 (A
Development Stage Company)
 Notes
to Financial Statements
 
 Note 4 - Business
Combinations:
 
 Effective
January 1, 2009, the Company adopted SFAS No. 141(R) and 160 and FSP 141(R)-1
without any effect.
 
 Statement
of Financial Accounting Standards No. 141(R), “Business Combinations” (“SFAS
141R”), which replaced SFAS No. 141, “Business Combinations”, establishes
principles and requirements for determining how an enterprise recognizes and
measures the fair value of certain assets and liabilities acquired in a business
combination, including noncontrolling interests, contingent consideration and
certain acquired contingencies. SFAS 141(R) also requires acquisition-related
transaction expenses and restructuring costs be expensed as incurred rather than
capitalized as a component of the business combination.
 
 Financial
Staff Position (“FSP”) 141(R)-1, “Accounting for Assets Acquired and Liabilities
Assumed in a Business Combination That Arise from Contingencies”, amended and
clarified SFAS 141R to address application issues associated with initial
recognition and measurement, subsequent measurement and accounting, and
disclosure of assets and liabilities arising from contingencies in a business
combination.
 
 Statement
of Financial Accounting Standards No. 160, “Noncontrolling Interests in
Consolidated Financial Statements – An Amendment of ARB No. 51” (“SFAS 160”),
establishes accounting and reporting standards for the noncontrolling interest
in a subsidiary (previously referred to as minority interests). SFAS 160 also
requires that a retained noncontrolling interest upon the deconsolidation of a
subsidiary be initially measured at its fair value. SFAS 160 also requires
reporting any noncontrolling interests as a separate component of stockholders’
equity and presenting any net income allocable to noncontrolling interests and
net income attributable to stockholders of the Company separately in its
consolidated statements of income.
 
 6
  Item
2.  Management’s Discussion and Analysis of Financial Condition and
Results of Operations.
 
 Forward
Looking Statement Notice
 
 Certain
statements made in this Quarterly Report on Form 10-Q are “forward-looking
statements” (within the meaning of the Private Securities Litigation Reform Act
of 1995) in regard to the plans and objectives of management for future
operations. Such statements involve known and unknown risks, uncertainties and
other factors that may cause actual results, performance or achievements of MPM
Acquisition Corp. (“we”, “us”, “our” or the “Company”) to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. The forward-looking statements
included herein are based on current expectations that involve numerous risks
and uncertainties. The Company's plans and objectives are based, in part, on
assumptions involving the continued expansion of business. Assumptions relating
to the foregoing involve judgments with respect to, among other things, future
economic, competitive and market conditions and future business decisions, all
of which are difficult or impossible to predict accurately and many of which are
beyond the control of the Company. Although the Company believes its assumptions
underlying the forward-looking statements are reasonable, any of the assumptions
could prove inaccurate and, therefore, there can be no assurance the
forward-looking statements included in this Quarterly Report will prove to be
accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation by the Company or any other person
that the objectives and plans of the Company will be achieved.
 
 Description
of Business
 
 The
Company was incorporated in the State of Delaware on February 4, 2008 and
maintains its principal executive office at c/o MPM Asset Management LLC, 200
Clarendon Street, 54th Floor,
Boston, MA 02116.  Since inception, the Company has been engaged in
organizational efforts and obtaining initial financing.  The Company
was formed as a vehicle to pursue a business combination through the acquisition
of, or merger with, an operating business.  The Company filed a
Registration Statement on Form 10 with the U.S. Securities and Exchange
Commission (the “SEC”) on April 16, 2008, and since its effectiveness, the
Company has focused its efforts to identify a possible business
combination.
 
 The
Company, based on proposed business activities, is a “blank check” company. The
SEC defines those companies as "any development stage company that is issuing a
penny stock, within the meaning of Section 3(a)(51) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and that has no specific business
plan or purpose, or has indicated that its business plan is to merge with an
unidentified company or companies." Many states have enacted statutes, rules and
regulations limiting the sale of securities of "blank check" companies in their
respective jurisdictions. The Company is also a “shell company,” defined in Rule
12b-2 under the Exchange Act as a company with no or nominal assets (other than
cash) and no or nominal operations. Management does not intend to undertake any
efforts to cause a market to develop in our securities, either debt or equity,
until we have successfully concluded a business combination. The Company intends
to comply with the periodic reporting requirements of the Exchange Act for so
long as we are subject to those requirements.
 
 The
Company was organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation. The Company’s principal business objective
for the next 12 months and beyond such time will be to achieve long-term growth
potential through a combination with an operating business. The Company will not
restrict its potential candidate target companies to any specific business,
industry or geographical location and, thus, may acquire any type of
business.
 
 7
  The Company currently does not engage
in any business activities that provide cash flow.  During the next
twelve months we anticipate incurring costs related to:
 
 (i)
              filing
      Exchange Act reports, and
 (ii)
              investigating,
      analyzing and consummating an
acquisition.
 
 We believe we will be able to meet
these costs through use of funds in our treasury, through deferral of fees by
certain service providers and additional amounts, as necessary, to be loaned to
or invested in us by our sole stockholder, management or other
investors.
 
 The Company may consider acquiring a
business which has recently commenced operations, is a developing company in
need of additional funds for expansion into new products or markets, is seeking
to develop a new product or service, or is an established business which may be
experiencing financial or operating difficulties and is in need of additional
capital. In the alternative, a business combination may involve the acquisition
of, or merger with, a company which does not need substantial additional capital
but which desires to establish a public trading market for its shares while
avoiding, among other things, the time delays, significant expense, and loss of
voting control which may occur in a public offering.
 
 Since our Registration Statement on
Form 10 went effective, our management has had contact and discussions with
representatives of other entities regarding a business combination with us. Any
target business that is selected may be a financially unstable company or an
entity in its early stages of development or growth, including entities without
established records of sales or earnings. In that event, we will be subject to
numerous risks inherent in the business and operations of financially unstable
and early stage or potential emerging growth companies. In addition, we may
effect a business combination with an entity in an industry characterized by a
high level of risk, and, although our management will endeavor to evaluate the
risks inherent in a particular target business, there can be no assurance that
we will properly ascertain or assess all significant risks.
 
 The Company anticipates that the
selection of a business combination will be complex and extremely risky. Because
of general economic conditions, rapid technological advances being made in some
industries and shortages of available capital, our management believes that
there are numerous firms seeking even the limited additional capital which we
will have and/or the perceived benefits of becoming a publicly traded
corporation. Such perceived benefits of becoming a publicly traded corporation
include, among other things, facilitating or improving the terms on which
additional equity financing may be obtained, providing liquidity for the
principals of and investors in a business, creating a means for providing
incentive stock options or similar benefits to key employees, and offering
greater flexibility in structuring acquisitions, joint ventures and the like
through the issuance of stock. Potentially available business combinations may
occur in many different industries and at various stages of development, all of
which will make the task of comparative investigation and analysis of such
business opportunities extremely difficult and complex.
 
 Liquidity
and Capital Resources
 
 As of March 31, 2009, the Company had
assets equal to $1,600, comprised exclusively of cash and prepaid
expenses.  This compares with assets of $3,100 as of December 31,
2008.  The Company’s current liabilities as of March 31, 2009 totaled
$20,983, comprised exclusively of accounts payable, accrued expenses and monies
due to stockholders.  This compares with liabilities of $8,452 as of
December 31, 2008, comprised exclusively of moneys due to
stockholders.  The Company can provide no assurance that it can
continue to satisfy its cash requirements for at least the next twelve
months.
 
 The following is a summary of the
Company's cash flows from operating, investing, and financing activities for the
period from February 4, 2008 (inception) through March 31, 2009:
 
 8
  Three Months
                      Ended
                      March 31, 2009
                    
                    
                    For the Period from
                      February 4, 2008
                      (Inception) through
                      March 31, 2009
                    
                    
                    For the Period from
                      February 4, 2008
                      (Inception) through
                      March 31, 2009Net
      cash used in operating activities
                    
                    $
                    (6,283
                    )
                    
                    $
                    (17,500
                    )
                    
                    $
                    (64,635
                    )Net
      cash used in investing activities
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Net
      cash from financing activities
                    
                    $
                    6,283
                    
                    
                    $
                    50,000
                    
                    
                    $
                    64,735Net
      effect on cash
                    
                    $
                    -
                    
                    
                    $
                    32,500
                    
                    
                    $
                    100
 
 The
Company has nominal assets and has generated no revenues since inception. The
Company is also dependent upon the receipt of capital investment or other
financing to fund its ongoing operations and to execute its business plan of
seeking a combination with a private operating company. In addition, the Company
is dependent upon certain related parties to provide continued funding and
capital resources. If continued funding and capital resources are unavailable at
reasonable terms, the Company may not be able to implement its plan of
operations.
 
 Results
of Operations
 
 The
Company has not conducted any active operations since inception, except for its
efforts to locate suitable acquisition candidates. No revenue has been
generated by the Company from February 4, 2008 (inception) through March 31,
2009.  It is unlikely the Company will have any revenues unless it is
able to effect an acquisition or merger with an operating company, of which
there can be no assurance.  It is management's assertion that these
circumstances may hinder the Company's ability to continue as a going
concern.  The Company’s plan of operation for the next twelve months shall
be to continue its efforts to locate suitable acquisition
candidates.
 
 For the
three months ended March 31, 2009, the Company had a net loss of $14,033
consisting of legal, accounting, audit and other professional service fees
incurred in relation to the filing of the Company’s Annual  Report on
Form 10-K for the year ended December 31, 2008 in March of 2009.
 
 For the
period from February, 4, 2008 (inception) to March 31, 2008, the Company had a
net loss of $23,110, consisting of legal, accounting, audit and other
professional service fees incurred in relation to the formation of the company
and the preparation of the Company’s Registration Statement on Form 10 filed in
April of 2008.
 
 For the
period from February 4, 2008 (inception) through March 31, 2009, the Company had
a net loss of $69,385, consisting of legal, accounting, audit and other
professional service fees incurred in relation to the formation of the Company,
the filing of the Company’s Registration Statement on Form 10 in April of 2008
and the filing of the Company’s Quarterly and Annual Reports on Form 10-Q and
Form 10-K.
 
 Off-Balance Sheet
Arrangements
 
 The Company does not have any
off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on the Company’s financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to
investors.
 
 Contractual
Obligations
 
 As a “smaller reporting company” as
defined by Item 10 of Regulation S-K, the Company is not required to provide
this information.
 
 9
 
 Item
3.  Quantitative and Qualitative Disclosures About Market
Risk.
 
 As a “smaller reporting company” as
defined by Item 10 of Regulation S-K, the Company is not required to provide
information required by this Item.
 
 Item
4T.  Controls and Procedures.
 
 Evaluation
of Disclosure Controls and Procedures
 
 We maintain disclosure controls and
procedures that are designed to ensure that information required to be disclosed
in our reports filed pursuant to the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules,
regulations and related forms, and that such information is accumulated and
communicated to our principal executive officer and principal financial officer,
as appropriate, to allow timely decisions regarding required
disclosure.
 
 As of March 31, 2009, we carried out an
evaluation, under the supervision and with the participation of our principal
executive officer and our principal financial officer of the effectiveness of
the design and operation of our disclosure controls and procedures. Based on
this evaluation, our principal executive officer and our principal financial
officer concluded that our disclosure controls and procedures were effective as
of the end of the period covered by this report.
 
 Changes
in Internal Controls
 
 There have been no changes in our
internal controls over financial reporting during the quarter ended March 31,
2009 that have materially affected or are reasonably likely to materially affect
our internal controls.
 
 PART II — OTHER
INFORMATION
 
 Item
1.  Legal Proceedings.
 
 To the best knowledge of our officers
and directors, the Company is not a party to any legal proceeding or
litigation.
 
 Item
1A.  Risk Factors.
 
 As a “smaller reporting company” as
defined by Item 10 of Regulation S-K, the Company is not required to provide
information required by this Item.
 
 Item
2.  Unregistered Sales of Equity Securities and Use of
Proceeds.
 
 None.
 
 Item 3.  Defaults Upon
Senior Securities.
 
 None.
 
 Item 4.  Submission of
Matters to a Vote of Security Holders.
 
 None.
 
 Item 5.  Other
Information.
 
 None.
 
 10
 
 Item
6.  Exhibits.
 
 (a)  Exhibits
required by Item 601 of Regulation S-K.
 
 Exhibit
                  
                  Description*3.1
                  
                  Certificate
      of Incorporation, as filed with the Delaware Secretary of State on
      February 4, 2008.*3.2
                  
                  By-Laws.31.1
                  
                  Certification
      of the Company’s Principal Executive Officer pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly
      Report on Form 10-Q for the quarter ended March 31,
  2009.31.2
                  
                  Certification
      of the Company’s Principal Financial Officer pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly
      Report on Form 10-Q for the quarter ended March 31,
  2009.32.1
                  
                  Certification
      of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.32.2
                  
                  Certification
      of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.
 
 *
              Filed
      as an exhibit to the Company’s Registration Statement on Form 10, as filed
      with the SEC on April 16, 2008 and incorporated herein by this
      reference.
 
 11
 
 SIGNATURES
 
 Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto duly
authorized.
 
 Dated:
      May 15, 2009
                MPM
      ACQUISITION CORP.By:
                /s/ Steven St. PeterSteven
      St. PeterPresident
      and DirectorPrincipal
      Executive OfficerPrincipal
      Accounting OfficerPrincipal
      Financial Officer
  12